To: keith massey who wrote (441 ) 7/10/2000 10:42:45 PM From: keith massey Read Replies (2) | Respond to of 960 Today’s news is amazing and couldn't have come at a better time! In my opinion, with all the talk about CPT’s subsidiary SEG and the impact it will have on opening up countless opportunities for investors to take advantage of the trend towards global investing, it is safe to say that most investors in this company have probably either ignored, or significantly discounted, the potential of CPT’s other subsidiary CIBT. Now, after reading this latest news . . . well, I don’t think we’ll see this company’s potential being ignored for very much longer. At today’s close, CPT’s current market capitalization is approximately $13-14 million Cdn. According to this news, CPT is going to hold approximately 9 million shares of this new E-Learning company which will be listing in the US. It doesn’t take a rocket scientist to realize that if a pre-IPO financing is being completed at $1.50US ($2.20Cdn), then it would not be unreasonable to expect that the minimum price on open to be at least $2.25 - $3.00 US. At $2.25 - $3.00US, CPT’s 9 million shares will be worth a cool $30 - $40 million Cdn. However if you read a little farther into the release, you will notice a few items which I find far more interesting. “ addition, this group is also obligated to raise an additional $2-million (U.S.) (or greater) at a price not less than $3 (U.S.) per share.” So . . . If they are going to raise money at $3.00 US or higher you would expect that there will a significant push to see the share price trading at a level of at least $3.50 - $4.00 US. At $3.50 - $4.00 US, then CPT’s 9 million shares would be worth $47 - $54 million Cdn. But it gets better as you read on . . . “This agreement also includes a clause which states that not less than 750,000 of the shares currently outstanding in VAC are to be escrowed and released in accordance with a phased in performance-based formula. This performance clause requires that a significant portion of these shares will not be released from the lock up position until the closing of the $2-million (U.S.) private placement, and (i) having an averaged trading price of $5 (U.S) or higher for 60 days, or (ii) a successful listing of the new company's shares on a major US exchange.” The Village III Acquisitions Corporation Form SB-2, dated March 18th, 2000, can be found on 10Kwizard (http://www.10kwizard.com/).. According to the SB-2, there are currently 855,500 shares currently outstanding in the company that CIBT will be merging with. Almost all of these outstanding shares (90%) are owned by Jack Augsback and his associates. I am just now just in the process of doing my DD on this group but it appears that they are a very experienced and successful group. What I really like is that in order for this group to get all their shares free trading, they will have to meet all the criteria stipulated in this announcement - which means $5 US or higher share price and a major US listing for CIBT. At $5.00 - $6.00 US, CPT’s 9 million shares would be worth $67 - $80 million Cdn. Now, add to all of this the fact that CPT is also planning to spin off their other subsidiary - SEG through a $40 million US IPO on the Hong Kong GEM exchange this fall, and that CPT is also sitting on a pile of cash with no debt and I really don’t think that CPT’s total market cap will stay at this level for very much longer! Let the fun begin!